ALEXANDER v. BERKSHIRE HATHAWAY DIRECT INSURANCE COMPANY (2026)

MEMORANDUM OPINION AND ORDER

Ronna and Lewis Alexander hired a contractor to build their home in reliance on his certificate of liability insurance. The contractor absconded, and the Alexanders secured a default judgment. They now seek to recover from the contractor's insurer, Berkshire Hathaway Direct Insurance Company, for contract-based claims. Berkshire Hathaway moved to dismiss each claim because it never contracted with the Alexanders. The Court agrees; no claim survives.

The Alexanders concede their breach of contract claim against Berkshire Hathaway. Their concession was warranted because the certificate of liability is not a contract under Mississippi law. It explicitly disclaimed the conferral of any contractual rights and was for informational purposes only. Nor did the certificate imbue the Alexanders with third-party beneficiary status as to Berkshire Hathaway and the contractor's insurance policy. The certificate named the contractor, not the Alexanders, as the certificate holder. The certificate did not identify the Alexanders as an additional insured. And the Alexanders only received the certificate because the contractor provided it to them. In short, the Alexanders and Berkshire Hathaway did not interact at all. Absent any contract or interaction, the Alexanders’ bad faith and detrimental reliance lack teeth too. Berkshire Hathaway's motion is granted.

I. BACKGROUND AND PROCEDURAL HISTORY

The Alexanders hired Jose Silva to construct their home in Forrest County, Mississippi. [1-3], p. 2. The contract required Silva to provide the Alexanders with proof of insurance. Id. The certificate of liability insurance confirmed, “as a matter of information only,” that Nebraska-based Berkshire Hathaway Direct Insurance Company insured Silva under a commercial general liability policy. Id. The certificate named Silva as the “certificate holder” and only insured. Id. Silva provided the certificate to the Alexanders as required. Id. at p. 2.

Issues arose with the home's construction, and Silva ultimately failed to complete the contract. Id. at p. 3. On August 22, 2022, the Alexanders sued ¹ Silva and his construction company in Mississippi state court. [5-1], p. 2. The next month, the Alexanders notified Berkshire Hathaway of their intent to recover under Silva's insurance policy. [1-3], p. 8. Berkshire Hathaway denied the claim on March 1, 2024. Id. at p. 3. Later that year, the state court entered default judgment ² in the Alexanders’ favor for $105,386.09. [5-3].

The Alexanders ³ now seek to recover the same amount from Berkshire Hathaway. [1-3], p. 3. On October 27, 2025, the Alexanders sued Berkshire Hathaway in state court, alleging four claims: (1) breach of contract; (2) bad faith; (3) detrimental reliance; and (4) specific performance. [1-3], pps. 1, 3–5. Berkshire Hathaway removed the action, invoking this Court's diversity jurisdiction. [1], p. 2. Berkshire Hathaway then answered the complaint, [4], before filing a motion to dismiss, [5]. The Court heard oral arguments and took Berkshire Hathaway's motion under advisement. The Court construes the slightly untimely motion to dismiss as a motion for judgment on the pleadings. See FED. R. CIV. P. 12(c); see also Rodriguez v. United States Postal Serv., No. 1:24-cv-227-TBM-RPM, 2026 WL 922287, at *2 (S.D. Miss. Mar. 31, 2026).

II. MOTION FOR JUDGMENT ON THE PLEADINGS STANDARD

“A motion for judgment on the pleadings under Rule 12(c) is subject to the same standard as a motion to dismiss under Rule 12(b)(6).” Doe v. MySpace, Inc., 528 F.3d 413, 418 (5th Cir. 2008) (citing Johnson v. Johnson, 385 F.3d 503, 529 (5th Cir. 2004)). To avoid dismissal, “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)). A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft, 556 U.S. at 678.

In deciding a Rule 12(c) motion, the Court accepts all well-pleaded facts as true and views them in the light most favorable to the plaintiff. Linicomn v. Hill, 902 F.3d 529, 533 (5th Cir. 2018). But “the complaint must allege more than labels and conclusions.” Jebaco, Inc. v. Harrah's Operating Co., Inc., 587 F.3d 314, 318 (5th Cir. 2009). “[A] formulaic recitation of the elements of a cause of action will not do, and factual allegations must be enough to raise a right to relief above the speculative level.” Jebaco, 587 F.3d at 318. “While legal conclusions can provide the complaint's framework, they must be supported by factual allegations.” Ashcroft, 556 U.S. at 664. “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. at 678.

III. DISCUSSION

Mississippi substantive law governs this case. The Alexanders’ allegations, taken as true, do not support any claim brought against Berkshire Hathaway under Mississippi law. The Court will first address the Alexanders’ contract and quasi-contract claims—breach of contract, bad faith, and detrimental reliance. It will then handle the Alexanders’ specific performance request.

A. Contract and Quasi-Contract Claims

The Alexanders’ breach of contract, bad faith, and detrimental reliance claims turn on Mississippi's treatment of certificates of liability insurance. The parties have not cited to a case from the Mississippi Supreme Court that is directly on point.⁴ “When lacking a ruling from the relevant jurisdiction's highest court,” courts “will examine decisions of lower courts for persuasive explications of state law.” Carl E. Woodward, L.L.C. v. Acceptance Indem. Ins. Co., 743 F.3d 91, 98 (5th Cir. 2014). In Noble v. Wellington Assocs., Inc., the Mississippi Court of Appeals rejected the same contract and quasi-contract claims on a similar record. 145 So. 3d 714 (Miss. Ct. App. 2013).

The relevant facts in Noble are straightforward. Noble Real Estate was the prime contractor on a new home construction project. Id. at 716. Noble hired subcontractor Harris for “dirt work” and other site preparations. Id. Per their agreement, Harris's insurance agency sent Noble a “certificate of insurance,” which named Noble as a “certificate holder.” Id. at 717. Notwithstanding this designation, however, the certificate “explicitly stated it was being issued for Noble's information only, did not confer on Noble any rights, and did not alter coverage under Harris's general liability policy.” Id. It merely affirmed that Harris maintained a commercial general liability policy with an insurance company. See id. After Noble completed the construction, the homeowners moved in, discovered foundation issues, and sued Noble. Id. Noble then sued the insurance company and agency. Id. at 717–18. The insurance company, Noble argued, breached the certificate of insurance in bad faith for denying coverage. Id. at 718. Noble also contended that he detrimentally relied on the insurance agency's issuance of the certificate. Id. at 721–22. The circuit court granted summary judgment in the defendants’ favor, and the Mississippi Court of Appeals affirmed. Id. at 716. Noble’s rationale is instructive and persuasive on each contract and quasi-contract claim.

i. Breach of Contract

The Alexanders conceded their breach of contract claim at this motion's hearing. The concession was warranted because the hearing highlighted many of the claim's deficiencies. The Court will discuss the two primary deficiencies.

First, the complaint contains no allegations of a contract between Berkshire Hathaway and the Alexanders. The certificate, the Noble court held, was not a contract. It reasoned that the “certificate clearly stated it was being issued for Noble's information only and neither conferred nor altered any rights in and of itself.” Id. at 718–19. So any contractual duty, the court concluded, would need to be found elsewhere. Id. at 719. The same is true here. The first box on the certificate explicitly states:

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

[1-3], p. 7. (emphasis in original). This disclaimer speaks for itself. Aside from the certificate, the Alexanders do not allege any other purported contract with Berkshire Hathaway.

Second, the complaint does not suggest that the Alexanders were third-party beneficiaries to the insurance policy between Berkshire Hathaway and Silva. “A third[-]party beneficiary may sue for a contract breach only when the alleged broken condition was placed in the contract for his direct benefit.” Roedel Parsons Blache Fontana Piontek & Pisano v. State, 412 So. 3d 1161, 1167 (Miss. 2025) (quoting Trammell v. State, 622 So. 2d 1257, 1260 (Miss. 1993)). A “mere incidental beneficiary,” on the other hand, has “[n]o right against the contract promisor or promissee.” To determine third-party beneficiary status, the Mississippi Supreme Court considers:

(1) When the terms of the contract are expressly broad enough to include the third party either by name as one of a specified class, and (2) the said third party was evidently within the intent of the terms so used, the said third party will be within its benefits, if (3) the promisee had, in fact, a substantial and articulate interest in the welfare of the said third party in respect to the subject of the contract.

Id. (quoting Yazoo & Miss. Valley R.R. Co. v. Sideboard, 133 So. 669, 671 (Miss. 1931)). Applying this standard, the “Mississippi Supreme Court has held that a third party is an incidental beneficiary rather than a third-party beneficiary when the contract benefits flow directly to the contracting party and not to the third party.” Mortera v. State Farm Fire & Cas. Co., 561 F. Supp. 3d 684, 694 (S.D. Miss. 2021) (citing Miss. High Sch. Activities Ass'n, Inc. v. Farris By & Through Farris, 501 So. 2d 393, 396 (Miss. 1987)), aff'd, No. 21-60785, 2022 WL 1652834 (5th Cir. May 24, 2022).

The Alexanders’ third-party claim fails at the first step. They do not allege any facts regarding the terms or the overall breadth of the insurance policy between Silva and Berkshire Hathaway. And while the certificate is evidence of Silva's “commercial general liability” policy, it does not contain any contractual terms for the reasons discussed above. Without the ability to review the insurance policy's language, the Court cannot find that the Alexanders are third-party beneficiaries. See Mortera, 561 F. Supp. 3d at 694 (citing Farris, 501 So. 2d at 396) (noting the court “looks to the language of the insurance policy to determine whether any rights ‘spring’ to Plaintiff”).

That said, the certificate's description of the insurance policy also suggests that the Alexanders are not third-party beneficiaries. It lists “Josa Silva” as the insured. Id. at p. 7. It does not identify the Alexanders as an additional insured. In fact, it does not refer to the Alexanders or the construction project anywhere. Moreover, the certificate is far less helpful than the certificate in Noble. There, the certificate was sent directly to Noble and named him as the “certificate holder.” Noble, 145 So. 3d at 717. Here, however, the certificate named “Josa Silva” as the certificate holder. [1-3], p. 7. And it was Silva, the complaint alleges, who provided the certificate to the Alexanders. Id. at p. 2. In sum, neither the complaint nor the certificate suggest that Berkshire Hathaway would send insurance proceeds anywhere but to Silva directly and for his benefit only. The Alexanders’ breach of contract claim would have therefore failed because Berkshire Hathaway had no contract with or directly benefiting the Alexanders. See e.g., Knight's Marine & Indus. Servs. Inc. v. Lee, 110 So. 3d 795, 798–99 (Miss. Ct. App. 2012).

ii. Bad Faith

The Alexanders’ bad faith claim requires little discussion. Absent a contract, the Noble court held, any “derivative” contract-based claims must also fail. Noble, 145 So. 3d at 718–19. Because the Alexanders have not alleged that they contracted with Berkshire Hathaway, the Court must dismiss their contract-based bad faith claim too. See Myers v. Miss. Farm Bureau Mut. Ins. Co., 749 So. 2d 1173, 1174 (Miss. Ct. App. 1999) (“Myers is a third-party who is not privy to the [insurance] contract between the Bews and Farm Bureau. Myers, therefore, cannot maintain an action of bad faith against Farm Bureau.”); Breland v. Trustmark Corp., 333 So. 3d 91, 99–100 (Miss. Ct. App. 2022) (same).

iii. Detrimental Reliance

Next is the Alexanders’ “detrimental reliance” claim. Mississippi law does not recognize detrimental reliance as a standalone cause of action. Noble, 145 So. 3d at 721 n.3; Boyanton v. Bros. Produce, Inc., 312 So. 3d 363, 372 n.2 (Miss. Ct. App. 2020). Instead, it “is an element of both promissory estoppel and equitable estoppel.” Noble, 145 So. 3d at 721. Under Mississippi law, the doctrine of estoppel precludes a party from “denying any material fact, induced by his words or conduct upon which a person relied, whereby the person changed his position in such a way that injury would be suffered if such denial or contrary assertion was allowed.” Marascalo v. Allstate Vehicle & Prop. Ins. Co., No. 4:18-cv-141-DMB-RP, 2020 WL 42893, at *2 (N.D. Miss. Jan. 3, 2020) (quoting Gulf Coast Hospice LLC v. LHC Grp. Inc., 273 So. 3d 721, 740 (Miss. 2019)). “Estoppel regarding performance of a contract may arise from a promise related to an existing fact (equitable estoppel) or a promise of future performance (promissory estoppel).” Id. (citing Gulf Coast Hospice LLC, 273 So. 3d at 740).

Neither form of estoppel applies under Noble’s reasoning. The Noble court dismissed the “detrimental reliance” claim because the only interaction the insurance agency had with “Noble was mailing it the certificate,” which “was not a contract, as it clearly stated it conferred no rights on Noble.” Noble, 145 So. 3d at 722. “So without a promise or an otherwise-unenforceable contract,” the court reasoned, Noble had no claim against the insurance agency. Id. The same holds true here. The certificate contained no contractual promises as discussed previously. But even if the certificate could constitute a promise, it was not a promise made by Berkshire Hathaway to the Alexanders.

B. Specific Performance

That leaves the Alexanders’ “specific performance” claim. Like detrimental reliance, specific performance is not a standalone cause of action either. It is, instead, a “remedy for breach of contract that is not a matter of right but of sound judicial discretion.” Moon River Foods, Inc. v. Red Chamber Co., No. 4:23-cv-189-SA-DAS, 2024 WL 4046589, at *4 (N.D. Miss. Sept. 4, 2024) (quoting Frierson v. Delta Outdoor, Inc., 794 So. 2d 220, 225 (Miss. 2001)); see Poindexter Park After-Sch. Club v. Siemens Indus., Inc., No. 3:19-cv-474-TSL-LRA, 2020 WL 13526629, at *1 n.2 (S.D. Miss. June 2, 2020). “In the absence of a contractual agreement, specific performance is not an appropriate remedy.” McKenzie v. Miss. Mun. Serv. Co., 193 So. 3d 676, 679 (Miss. Ct. App. 2016). Because the certificate did not establish a contract between the Alexanders and Berkshire Hathaway, specific performance is unavailable.

At this motion's hearing, and for the first time, the Alexanders argued that their specific performance claim necessarily includes a request for a declaratory judgment. Under Mississippi law, a third party may only bring a direct action against an insurance company if the action is for declaratory relief “against an insurer who has denied coverage or has indicated that it may deny coverage.” Walker v. FFVA Mut. Ins. Co., 603 F. App'x 324, 325 (5th Cir. 2015) (citing MISS. R. CIV. P. 57(b)(2); Miss. Mun. Liab. Plan v. Jordan, 863 So. 2d 934, 942 (Miss. 2003)). But the Alexanders’ complaint does not cite Rule 57 or reference declaratory relief. See Ferguson v. Miss. Farm Bureau Cas. Ins. Co., 147 So. 3d 374, 378 (Miss. Ct. App. 2014). They requested only monetary damages, totaling $105,586.09. [1-3], p. 6. Nor have the Alexanders moved to amend their complaint by filing a motion to amend. There is no question that the local rules have not been followed related to any proposed amendments. See L.U. Civ. R. 7(b)(2) (“If leave of court is required under FED. R. CIV. P. 15, a proposed amended pleading must be an exhibit to a motion for leave to file the pleading, and, if the motion is granted, the movant must file the amended pleading as a separately docketed item within seven days from entry of the order granting the motion.”). To read declaratory relief into the Alexanders’ specific performance claim would circumvent Mississippi's narrow exception to third-party actions against insurance companies. The Court is without authority to do so.

Alternatively, Berkshire Hathaway argues that this action is time-barred. A motion for judgment on the pleadings “on statute of limitations grounds may be granted ‘only if it is apparent from the face of the complaint that the claim is time-barred.’ ” See Pedersen v. Kinder Morgan Inc, 622 F. Supp. 3d 520, 536 (S.D. Tex. 2022) (quoting Acad. of Allergy & Asthma in Primary Care v. Quest Diagnostics, Inc., 998 F.3d 190, 196 (5th Cir. 2021)) (citing Phillips v. City of Dallas, 781 F.3d 772, 775 (5th Cir. 2015)). Mississippi's general statute of limitations requires plaintiffs to commence all causes of action within three years of accrual unless a more specific statute applies. Miss. Code Ann. § 15-1-49. “There is no specific statute relating to insurance contracts.” Hood v. Cent. United Life Ins. Co., 664 F. Supp. 2d 672, 675 (N.D. Miss. 2009).

Berkshire Hathaway contends that any potential cause of action accrued before the Alexanders sued Silva. Berkshire Hathaway cites Ferguson as support. When a third party to an insurance policy does not seek declaratory relief, Berkshire Hathaway argues that Ferguson deems the date of the underlying injury, rather than the date of the insurance company's denial, as controlling. Berkshire Hathaway's characterization certainly seems consistent with Ferguson. See Ferguson, 147 So. 3d at 378 (holding statute of limitations began running when ranch hand suffered spinal injury from a four-wheeler accident, not when his employer's insurance company denied his claim). The Alexanders have not provided law to the contrary. It is unclear when Silva abandoned the construction project. But the Alexanders sued Silva on August 22, 2022. Any injury giving rise to a cause of action would have accrued before then under Ferguson’s reasoning. Mississippi's general statute of limitations therefore lapsed at the latest on August 22, 2025. The Alexanders sued Berkshire Hathaway in state court on October 27, 2025. [1-3], p. 1. As a result, this suit is also untimely.⁵

IV. CONCLUSION

IT IS THEREFORE ORDERED AND ADJUDGED that Defendant Berkshire Hathaway Direct Insurance Company's [5] Motion to Dismiss is GRANTED.

This civil action is DISMISSED WITH PREJUDICE. This CASE is CLOSED.

FOOTNOTES

1.   “The court may take judicial notice of matters of public record.” Joseph v. Bach & Wasserman, L.L.C., 487 F. App'x 173, 178 n.2 (5th Cir. 2012). Here, the Court takes judicial notice of the Alexanders’ complaint against Silva in the prior state-court litigation as it is a matter of public record. See id. (taking judicial notice of a “pleading filed with a Louisiana state district court”).

2.   The Court also takes judicial notice of the state-court default judgment. See Sentry Select Ins. Co. v. Home State Cnty. Mut. Ins. Co., 533 F. Supp. 3d 466, 478–49, 479 n.15 (S.D. Tex. 2021), aff'd, No. 21-40371, 2022 WL 2800809 (5th Cir. July 18, 2022); see also supra note 2.

3.   Ronna Alexander is suing individually and as the executrix of Lewis Alexander's estate.

4.   In fact, the Alexanders’ two-page response provided no law or actual legal analysis.

5.   Granted, this type of statute of limitations analysis can be a bit confusing because it is analyzing the statute of limitations related to a breach of contract claim that the Court has stated previously in this opinion is not a proper claim under Mississippi law. Nonetheless, the Ferguson court did the same as no request for declaratory relief was sought in Ferguson either. 147 So. 3d at 378. Additionally, the Court notes it previously said in a text order that Berkshire Hathaway's statute of limitations theory may not have merit. But the lead argument that Berkshire Hathaway was then offering was that the statute of limitations began to accrue at the time the Alexanders entered into the contract with Silva (July 8, 2021). The Court still disagrees that is the appropriate accrual date. Instead, the accrual date would be when the Alexanders were injured, not the time of contracting. However, the Court does agree with the other aspects of Berkshire Hathaway's statute of limitations arguments. Further, even if the Alexanders could amend a complaint that was time barred when it was filed, the Alexanders have certainly not filed a motion to amend or made a written attempt to amend the complaint in any way to assert a claim for declaratory relief.

TAYLOR B. McNEEL, UNITED STATES DISTRICT JUDGE